Company meetings, be it Shareholder or Director Meetings are some of the many types of meetings that commonly occur in Malaysian corporate entities. But what makes each one of them unique?
This article is catered towards providing you some insight into the two aforementioned types of company meetings. Let’s begin…
To start, let’s observe Shareholder Meetings. In fact, these types can be classified into two distinct categories, Annual General Meetings (AGMs) and Extra-Ordinary General Meetings (EGMs), where the only difference being that AGMs are held once every year whereas EGMs are held anytime of the year, especially public holidays, if deemed necessary.
As for Director Meetings, their meetings are comprised of two types which are, First Board Meeting (FBM), held within the first 30 days after the date of the company incorporation, along with the Board of Directors Meetings (DM), that are held as to when it is necessary.
Despite that slight variation, both categories ofShareholders Meetingsshare the same nature of purpose with discussions pertaining to: –
– Approval of company’s annual financial statements
– Fixing auditor’s remuneration
– Presentation and approval of minutes from previous year’s AGM
– Passing of Ordinary and Special Resolutions
– Approval of decisions made by Board of Directors in the previous year
– Appointment and the fixing of Directors’ fee.
Whereas for Director Meetings, their purpose includes the discussion of topics such as: –
– Recommending dividends
– Appointment and Resignation of Directors
– Appointment of Chairperson
– Company Performance and more
However, for either of these company meetings to take place, usually several requirements must be met for the events to go through smoothly. Such details include the minimum number of participating members of the quorum, notice period for meetings to be held, resolutions, and passing vote quota.
Constitutions and Companies Act 2016 (CA2016):
Most corporate actions conducted by companies are most of the time, under the jurisdiction of the Companies Act 2016, successor to the obsolete Companies Act 1965, which acts as a form of general guidebook to adhere by.
On the other hand, most companies have their sets of Constitutions (formerly known as Memorandum and Articles or M&A) that they follow. In some special resolution, the Constitution of a company may be altered.
Some prerequisites pertaining to the company’s Constitution includes that the company shall state: –
i. It is a company limited by guarantee
ii. It’s objects (or purposes and intentions)
iii. It’s capacity, powers, rights, and privileges
iv. It’s number of staff proposed to be incorporated
v. It’s matters contemplated by Companies Act 2016, which are to be included in its Constitution.
vi. The company shall state any matters it wishes to include in its Constitution.
Like calling a friend for a meet-up, company meetings also have their own respective notice periods for adequate preparations to be made prior to the event.
Such is the case for Shareholder Meetings, like its meeting category types of Annual General and Extra-Ordinary Meetings, notice periods can also be segregated into two varying types namely, Ordinary Resolution Notice Period or Special Resolution Notice Period, with the Ordinary Resolution version being sent out 14 days before the meeting’s commencement while Special Resolution’s being 21 days. Both would be sent to shareholders.
As for Director Meetings, a notice period of 7 days is required to be sent out to each of the company’s Directors prior to the meeting date.
Quorums, referring to the minimum number of participants in the meeting differ in numbers and requirements between both Shareholder and Director Meetings. For those in Shareholder Meetings, be it Annual General or Extra-Ordinary Meetings, the minimum number of participants should be either 2 or more shareholders who own a percentage greater than 10% of the overall company’s share capital, in accordance to standards set by Companies Act 2016 and subjected to the company’s Constitution.
For Director Meetings likewise, the quorum’s requirements are either fixed by the Board or the majority of Directors present. Also, important matters such as conducting businesses may NOT be transacted at a meeting of the Board should a quorum not be present.
In addition, if Meeting sessions do not to convene within 30 minutes after the elected time, two types of approach can be conducted which is that, the event could either be moved to the following week, with the same venue and time or, through the mutual agreement of participants, the meeting is dissolved.
This smoothly transitions us to Resolutions, defined as any formal decision that has been made by either member (or shareholders), and Directors of the company.
During meetings, this is one of many topics that are discussed however, for Shareholder Meetings, they can be differed as either Ordinary or Special resolutions as relayed earlier in the Notice Period section.
For both Ordinary and Special resolutions, members will be able to conduct the related meetings either in person or through a proxy. During the session, a percentage of 50% plus 1 shares held by member(s) are required to successfully pass Ordinary resolutions, while for Special resolutions, member(s) holding a total of 75% of shares are needed for it to pass.
As for Director Meetings, the passing of Director Resolutions is required by ALL current Directors of the company. Should a Director not be present at the time of the Resolution meeting, they will still be able to provide their vote in the form of a digital signature.
Alternatively, Directors who do not wish to conduct meetings on a face-to-face basis are able to conduct a Written Resolution approach whereby members are able to jot down their votes, which is subjected to approval by at a meeting of the Board. Following, a copy of it would also be filed into the minute book of Board proceedings. This then brings us to…
As a bonus, we’ll be taking an insight on the use of proxies in these company meetings. Proxies are coined as replacements who are meant to take the place, role, and responsibility of another person should s/he be unable to participate in an ongoing event.
In terms of the use of proxies in company meetings, when applied in Shareholder’s Meetings, they are often considered acceptable as legitimate replacements of shareholders who can’t partake in the meeting.
This is especially useful if an important meeting is conducted to resolve a particular matter. If that were to occur, a proxy would be able to be elected, along with the share percentage of the shareholder elector being transferred to her/his proxy, establishing that nominated proxy as that individual’s substitute. For example, if an individual with a share percentage of 55% in the company can’t join the meeting on that day, s/he is able to nominate a proxy, followed by transferring that 55% share percentage to the nominee to vote in her/his stead.
However, starks in contrast with Director’s Meetings, whereby the use of proxies are considered unacceptable due to Directors not given the same right as their shareholder counterparts. Moreover, proxies elected to be present in the meeting on that day would only count as a single individual no matter how many (EG: 2, 3, 4 proxies or more) are present, be it during either a Shareholder’s or Director’s Meetings.
But bottom-line is, no matter which meeting that goes on, it’s always easy to get lost in the vast sea of details during those corporate events, especially with the list of elements previously laid out.
This defines Elegant Management’s BIG why in striving towards providing YOU a stress-free state of mind through meticulously attaining and restructuring your meeting minutes in the most comprehensible way possible.
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